virat industries ltd share price Directors report

Your Directors are pleased to present the 33rd Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2023.

FINANCIAL RESULTS AND ACCOUNTS

The Financial Results are as under:

Particulars	2022 23	2021 22
Gross Income	3841.90	2513.97
Profit Before Interest and Depreciation	378.75	336.30
Finance Charges	6.94	3.30
Gross Profit before Depreciation	371.81	333.00
Provision for Depreciation	153.81	160.40
Net Profit Before Tax	218.00	172.60
Provision for Tax	55.91	37.37
Net Profit After Tax	162.09	135.23

Dividend

The Board of Directors has decided to conserve cash and not recommend a dividend this year. The management has plans to expand and upgrade production capacity and to install equipment to help in reducing the cost of power and fuel. Therefore, internal accruals are being used to finance these costs.

Year in retrospect:

The year under review faced many challenges arising out of the global economic slowdown, inflationary pressures leading to an upward trend in the prices of several key commodities, an oil price spike, and the ongoing Russia-Ukraine war causing disruption in the supply chain. Despite several macro-economic headwinds, India showed remarkable resilience and was among the top-performing emerging markets, driven by a healthy economic environment. Compared to the previous year, there was robust growth in most of the key economic indices. The improved momentum resulted in relative insulation of India to the global economic shocks, though many western economies were faced with massive inflationary pressures.

Revenues:

Your company achieved the highest ever knitting production of 97.04 lakh pairs of socks over a broad spectrum of styles. This showed a commendable volume growth of 68.41% over the preceding year. The despatches of 84.01 lakh pairs of socks shipped by your company to various geographies in the world this year reflects the highest quantity of socks sold since the inception of the factory. It was a quantum jump of 50.30% growth over the preceding year, indicating a significant surge in demand and confidence in your companys products in the export markets.

The sales value of the company leapfrogged this year to 3549.90 lahks from 2318.10 lahks in the preceding year, registering an inspiring rise of 53.13%. The export sales of 3317.35 lakh (93.44% of total sales) this year were 58.68% higher than the export sales of the preceding year of

2090.54 lahks. The inspiring growth is a commendable achievement of the company on the export front. This makes it even more amazing when compared with a meagre 1.30% growth in the Indian export sale of readymade garments a traditional mainstay of the Indian export market.

Realized Prices

During the year under review, a price rise was implemented across the board for all styles of socks sold to all export clients. Accordingly, the actual yearly figures showed an increase in the average sale price of all export clients. The overall average sales price realized has shown a nominal rise of 2.1%

The main cause of overall sales price not reflecting the rise was due to changes in client-mix / product-mix caused by dispatches of a higher proportion of low-price goods (sneakers, kid socks, multi-pack socks).

Exchange Rate:

The average exchange rates as announced by custom authorities for export invoicing in 2022 2023 and 2021 2022 are as under;

Year	2022 2023	2021 2022	Difference
/1 GBP	95.01	100.01	(5.00)
/1 USD	80.51	73.62	6.89

There is a net exchange gain of 76.79 lakh.

Inflation and price rise in cost inputs:

Due to inflationary pressures, your companys main constituents of cost registered a marked increase in prices.

There was rise of about 12% in the price of dyed cotton yarn compared to the previous year. The rise was around 20 to 22% in the first and second quarters of the year but subsequently cooled off in the fourth quarter. Dyed cotton yarn constitutes to about 71% of the raw material cost of cotton socks.

The power cost posted a rise of 8.6% at 7.81 per KWH against 7.23 per KWH in the previous year.

Natural gas showed an increase of 19.70% over the previous year.

Export freight cost was 21% up against the preceding year due to an increase in sea freight cost and other logistics issues.

Wages and salaries cost showed a rise of about 11.60% due to statutory and merit increments.

Profit & Loss Account:

The income for the year under review rose 52.82% to 3841.90 lakh from 2513.97 lakh in the previous year. It was the companys best-ever financial performance achieved in terms of income.

Higher inflation led to all input and transport costs going up considerably.

The percentage of cost rise in the inputs overtook the percentage of growth in income.

The profit before tax of 218.00 lakh achieved this year was 26.51% higher against 172.60 lakh in the preceding year. But in terms of percentage to net sale, the profit before tax is 6.15% of net sale compared to 7.45% in the previous year.

In other words, the higher input costs shown above really hurt the profit margins during the year under review.

EBITDA:

EBITDA in terms of percentage to net sale is lower at 10.68% this year against 14.51% in the previous year to reasons explained above.

Profit before Tax:

The comparative performance highlights for last five years are as under:

Particulars				INDAS
	Units	2022-23	2021-22	2020-21	2019-20	2018-19
Income Statement
Total Income	in Lakh	3841.90	2513.97	2022.30	2715.83	2436.90
Export Sale	in Lakh	3317.35	2090.54	1685.10	2256.84	1972.14
Operating EBITDA	in Lakh	378.75	336.30	274.41	396.90	309.62
Net Profit before Tax	in Lakh	218.00	172.60	92.50	200.77	105.82
Net Profit after Tax	in Lakh	162.09	135.23	79.49	148.35	64.74
Cash Profit	in Lakh	315.90	295.62	255.54	339.18	258.34
Balance Sheet
Net Worth	in Lakh	2499.68	2385.63	2253.25	2171.53	2024.57
Capital Employed	in Lakh	2454.94	2375.34	2264.04	2180.87	2292.42
Significant Ratios
Operating EBITDA/Net	%	10.67	14.51	14.90	16.09	13.77
Sale
Return on Capital	%	15.68	14.41	12.35	17.75	14.32
Employed (EBIT/Avg. CE)
Price Earnings Ratio		66.32	57.94	22.26	7.21	41.12
Book Value Per Share		50.77	48.46	45.77	44.11	41.05
Current Ratio		4.71	5.89	6.94	4.02	3.96
Operations
Knitting Production	Pairs in	97.05	57.62	53.36	69.77	57.05
	lakh
Pairs Dispatched	Pairs in	84.01	55.89	55.04	67.16	61.33
	lakh
Sales realization	per	42.25	41.40	33.46	36.73	36.79
	pair
Earnings Per Share		3.21	2.69	1.81	3.06	1.43

There is no change in the nature of business of your Company for the year under review.

Overview of the Economy:

During the year under review, India was among the top-performing emerging markets, showing strong momentum and robust growth across many key economic indicators.

The Direct Tax collections of 166 lakh crore, registered a rise of 17.60% over the previous year.

Merchandise exports rose 6% to USD 447 billion during the year buoyed by outbound shipments of Petroleum Products, Electronics, and Chemicals.

Service exports clocked an unprecedented growth of 27% to USD 323 billion. The service exports remittances have no protection of subsidy and incentives, given to merchandise exports. These exports also help to reduce the amount of current account deficit.

Indias G-20 presidency this year is an opportune moment to push the lower barriers to the globalization of service.

Total exports of USD 770 billion, posted growth of 13.90% over previous year.

India entered into Free Trade Agreement with Australia and UAE. These are historic deals resulting in elimination of tariffs between India and these countries.

During the year, the Company carried out sales in the following geographical segments.

	Europe	India	Rest of World	Total
Revenues	3068.16	232.55	249.19	3549.90

Industry Structure and Development

The key players of the textile industry are concentrated in India, China, the European Union and the United States. Vietnam and Bangladesh have also emerged as significant contributors to the industry. India is estimated to have the worlds third largest textile industry.

India benefits from multitude of factors such as abundant availability of raw materials including cotton, polyester, nylon, silk, wool and jute, along with a large pool of skilled manpower and large ancillary industry. It also enjoys benefits of being a cost effective compared to other large textile producing countries.

New technologies and state-of-the art equipment have enabled the Indian textile industry to become more efficient and productive over the years.

Notwithstanding the availability of such facilities and resources the textile industry including garment has been struggling to increase international market share. Besides the performance in export market this year was lack luster. The problems faced by Indian Textile Industry are as under;

i) Wide variation in cotton prices from time to time making it difficult to quote price for long term export contracts in export market, where the prices are quoted two times in a year.

ii) 10.6% import duty has been imposed by the European Union on exports from India. Countries like Vietnam, Sri Lanka and Bangladesh are exempted from such duty. Due to this Indian players have a lower market penetration in Europe.

iii) India imports the key ingredients used in production of polyester fibre and viscose stable yarn. Heavy Anti Dumping duty is imposed by the supplier Governments. This makes yarn, fabrics and garments made from man-made fibre uncompetitive in the overseas markets. On import of MMF fabrics there is 20% import duty.

In short, the employment potential of Indias textile and clothing industry remains grossly underutilized, particularly in MMF sector.

Opportunities:

Your company has the state-of-the art equipment, coupled with expertise to manufacture exclusive quality technical and athletic socks for niche export markets. Such socks are difficult to copy by our competitors. The prices of these socks are very remunerative. There is adequate availability of raw materials, nylon, polyester and elastane, where prices in India are reasonable. Your Company has been knitting and exporting such socks since many years, and making efforts to accelerate the share of such socks by supplying to various geographies of the world. During last two years, the company successfully enhanced the production of football socks for various overseas clubs and other high price socks for top-end overseas markets.

Indias rich tradition of textiles is poised for a quantum leap that will make it a global investment, manufacturing, and export hub. The Government of India has announced seven such MITRA (Mega Integrated Textile Region and Apparel) parks, one each in Tamil Nadu, Telangana, Karnataka, Maharashtra, Gujarat (in Navsari), and Uttar Pradesh, that will be set up with an outlay of 445 crores. The mega parks will help the sector to achieve its target of a turnover of USD 250 billion and export of USD 100 billion by 2030.

Threats:

Due to the global slowdown, the demand in the overseas markets is expected to be subdued which may adversely affect the exports from India.

10.6% import duty on export of textile from India, will continue to weigh on the margin of Indian export.

FINANCE

As on the date of Balance Sheet, the Company is debt free in terms of long-term loans, excepting loan on vehicles.

WORKING CAPITAL LOAN

The Company is enjoying export packing credit and foreign bills purchase facilities from Companys

Bankers.

INSURANCE

The properties and insurable interests of your Company in buildings, plant, machinery, stocks, etc. are adequately insured by the Company.

CHANGE IN SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2023 was 4.93 Crores and there has been no change in the capital structure of the Company.

RESERVES

During the year under review, the Company has not transferred any amount to reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL KEY MANAGERIAL PERSONNEL

Shri. Kaizad R. DadyBurjor was reappointed as a Non-executive Director retires by rotation, being eligible to offer himself for re-election.

BOARD OF DIRECTORS

The Company has a broad-based Board of Directors, duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. There is one Woman Director on the Board. The changes in the composition of the Board of Directors are carried out in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.

Policy formulations, setting up of goals, evaluations of performance and control functions vest with the Board. The composition of the Board of Directors of the Company as on March 31, 2023 was as follows.

Sr No Name of the Director	Category
1. Shri. Adi F. Madan	Managing Director
2. Shri. Ajit P. Walwaikar	Independent Director
3. Shri. Harish H. Shah	Independent Director
4. Smt. Ayesha K. DadyBurjor	Whole-time Director
5. Shri. Kaizad DadyBurjor	Non- Executive Director
6. Shri. Pheroze A. Dhanbhoora	Independent Director

Shri. Kaizad R. DadyBurjor (DIN: 00022387) who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

BOARD MEETINGS

Regular meetings of the Board of Directors are held to discuss and decide on various business policies, strategies, and other business.

During the FY 2022 2023, the Board met six (6) times on the following dates.

28/04/2022

26/05/2022

10/08/2022

06/09/2022

10/11/2022

09/02/2023

 

Name of the Member	No of Meeting of Attended	Whether attended Last AGM
Shri. Adi F. Madan	6	YES
Shri. Ajit P. Walwaikar	6	YES
Shri. Harish H. Shah	5	YES
Smt. Ayesha K. DadyBurjor	6	YES
Shri. Kaizad DadyBurjor	6	YES
Shri. Pheroze A. Dhanbhoora	4	YES

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act 2013, stating that they meet the criteria of independence as provided in sub-section (6).

COMPOSITION OF AUDIT COMMITEE

The Board has constituted an Audit Committee comprising of three Independent Directors. The Audit Committee reviews reports including significant audit observations and follow-up actions thereon.

The Audit Committee also meets the Companys Statutory Auditors and Internal Auditors to ascertain their views on the financial statements. The Committee members meet regularly and make their recommendations in accordance with the terms of reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by and large accepted for implementation.

The names of Committee members are as under.

Shri. Ajit P. Walwaikar	- Chairman
Shri. Harish H. Shah	- Member
Shri. Pheroze A. Dhanbhoora	- Member

All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Technical, Secretarial and Legal issues. The attendance records of the members at the meeting were as follows:

During the FY 2022 2023, the committee met five (5) times through video conferencing on the following dates.

26/05/2022

10/08/2022

06/09/2022

10/11/2022

09/02/2023

 

Name of the Member	Designation	No. of Meeting of Attended
Shri. Ajit P. Walwaikar	Chairman	5
Shri. Pheroze Dhanbhoora	Member	3
Shri. Harish H. Shah	Member	4

NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee consisting of three Independent Directors.

The names of Committee members are as under.

Shri. Ajit P. Walwaikar	- Chairman
Shri. Pheroze Dhanbhoora	- Member
Shri. Harish H. Shah	- Member

The Committee has the mandate to recommend appointment/re-appointment of Executive Directors and appointment of employees from the level of Vice-President and above along with the remuneration to be paid to them. The remuneration is fixed keeping in mind the persons track record, his/her potential, individual performance, the market trends, and scales prevailing in the similar industry.

During the FY 2022 2023, the committee met one (1) time through video conferencing as on February 2, 2023.

The attendance records of the members at the meeting were as follows:

Name of the Member	Designation	No of Meeting of Attended
Shri. Ajit P. Walwaikar	Chairman	1
Shri. Pheroze Dhanbhoora	Member	0
Shri. Harish H. Shah	Member	1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee consisting of three Directors, two independent Directors and the Managing Director.

The names of Committee members are as under.

Shri. Ajit P. Walwaikar	- Chairman
Shri. Pheroze Dhanbhoora	- Member
Shri. Adi F. Madan	- Member

The Company Secretary is designated as the "Compliance Officer" who oversees the redressal of the Investors grievances.

The Committee meets to approve share transfers, transmission, issue of duplicate share certificates, re-materialization of shares and all other issues pertaining to shares and also to redress investor grievances like non-receipt of dividend warrants, non-receipt of share certificates, etc. The Committee regularly reviews the movement in shareholding and ownership structure. The Committee also reviews the performance of the Registrar and Transfer Agents. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

The Committee met Four (4) times during the financial year ended on March 31, 2023. The attendance records of the members at the meeting were as follows:

During the FY 2022 2023, the committee met four (4) times through video conferencing on the following dates.

26/05/2022

10/08/2022

10/11/2022

09/02/2023

 

Name of the Member	Designation	No. of Meeting of Attended
Shri. Ajit P. Walwaikar	Chairman	4
Shri. Pheroze Dhanbhoora	Member	2
Shri. Adi F. Madan	Member	4

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Board Meeting and General Meeting, issued by The Institute of Company Secretaries of India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud and corruption free work culture has been the core of the Company. In view of the potential risk of fraud, corruption, and unethical behavior, which could adversely impact the Companys business operations, the Company has an established mechanism for Directors/Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of Directors/employees who avail of the mechanism. The Company affirms that no personnel have been denied access to the Audit Committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee. The key directions/actions are informed to the Managing Director of the Company.

DIRECTORSf RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit and loss of the Company for the period ended March 31, 2023.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES

As the Company has no subsidiaries, Section 129(3) of the Companies Act, 2013, does not apply.

ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2023 is placed on the website of the Company and can be accessed at http://viratindustries.com/.

AUDITORS

STATUTORY AUDITOR

M/s. B. K. Khare & Co., Chartered Accountants (Firm Registration No. 105102W) were re-appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 32nd AGM of the Company until the conclusion of the 37th AGM of the Company to be held in the year 2027. The Statutory Auditors Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

SECRETARIAL AUDITOR

M/s. Vishal Dewang & Associates, practicing Company Secretary was appointed as a Secretarial Auditor under the provision of section 204 of the Companies Act, 2013 for FY 2022 2023. The Report of the Secretarial Auditor for FY 2022 2023 is annexed to this report as Annexure I. The said Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks, or disclaimer.

INTERNAL AUDITOR

The Board of Directors has appointed M/s S.R. Rege & Co., Chartered Accountant, as Internal Auditors for the FY 2022 2023 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

COST AUDITORS

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the FY 2022 2023 is annexed and forms part of this Report as Annexure II.

DETAILS RELATING TO DEPOSITS

The Company has not accepted any deposit during the year, nor has any deposit remained unpaid or unclaimed as at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders were passed by the regulators or Courts or Tribunals during the year, which would adversely impact the Companys operation in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The existing internal financial controls are commensurate with the nature, size, complexity, and business processes followed by the Company. They have been reviewed and found generally satisfactory on the following key control matrices.

a) Entity Level Control b) Financial Control c) Operational Control which included authority and organization matrix, risk management practices, compliance framework within the origination, ethics and fraud risk management, management Information system, self assessment of control point, business continuity and disaster recovery planning, budgetary system, etc.

Section 134(5)(e) of the Companies Act, 2013 requires the submission of a report by the Board of Directors of a listed Company which includes a statement ensuring that the Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

During the year, the Company followed Policy Documents with regard to Internal Financial Control, along with Risk Control Matrix. The same have been tested by the Internal Auditors and the Statutory Auditors.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not-

? Given any loan to any person or other body corporate,

? Given any guarantee and provided any security in connection with a loan to any other body corporate or any person. ? Acquired by way of subscription, purchase or otherwise the securities of any other body corporate otherwise than in accordance with the law.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES

During the year, your Company transferred the 380,582/- for the financial year ended March 31, 2014 to the Investor Education and Protection Fund in compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013.

In compliance with these provisions read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 29,100 Shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.

RISK MANAGEMENT

A documented risk management policy is in place as per section 134(3) (n) of the Companies Act, 2013.

Your Company is exposed to risk from fluctuation of foreign exchange rates, market economic slowdown or decline in demand in the country of buyers of your Companys products, prices of raw materials and finished goods, compliances risk and people risk.

Foreign Exchange Risk

During year under review the Company endeavoured to further mitigate the risk associated with the exchange fluctuations by entering into Forward Contracts with the Companys Bankers, on very conservative and risk- adverse basis.

Commodity Prices Risk

Your Company proactively manages the risk of purchasing raw materials through forward booking, vendor development practices and inventory management. The Companys strong reputation for quality and services with overseas clients to some extent mitigates the impact of price risk on finished goods.

Compliance Risk

Your company must follow various statutes and regulations including the Companies Act. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

People Risk

Your Company nurtures and grooms the talented and key personnel for future business leadership and looks after them judiciously so that they stay with the Company.

CORPORATE SOCIAL RESPONSIBILITY

Section 135(1) of the Companies Act, 2013, is not applicable to your Company, because the net worth, turnover, and net profit of your Company during the year is less than the required limits.

PREVENTION OF INSIDER TRADING

SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May 15, 2015. Pursuant thereto, the Company has formulated a new Code for Prevention of Insider Trading for Directors, Promoters and Senior Executive Officers.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors, Key managerial personnel, and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary course of business of your Company and were on arms length basis. There were no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel, or other persons which may have a potential conflict with the interest of your Company. The details are given in Annexure - III, forming part of this report.

FORMAL ANNUAL EVALUATION

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc.

MEETING OF INDEPENDENT DIRECTORS

All the independent Directors of the Company held a meeting on February 9, 2023 and reviewed the performance of non-independent Directors and the Board as a whole. They also assessed the quality, quantity, and timeliness of flow of information between the Company management and the Board.

They expressed their satisfaction at the performance of non-independent Directors and appreciated the flow of information from the Company management.

RATIO OF REMUNERATION TO EACH DIRECTOR

The ratio of remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming a part of this Report as Annexure IV.

LISTING FEES

Your Company has paid the listing fees up to March 31, 2024 to the Bombay Stock Exchange on April 20, 2023.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is not mandatorily required to submit a Corporate Governance Report as the equity share capital and net worth of the Company is less than the required limits as on the last date of the previous financial year. Provided that where the provision of the Act becomes applicable to the

Company at a later date, the Company shall comply with the requirement within six months from the date on which the provisions become applicable to the Company.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013. An

"Internal Complaints Committee (ICC)" has been set up to redress complaints received regarding

Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A Lady NGO representative is a member of the said Internal Complaints Committee and regularly attends the meetings which are minuted.

The following is a summary of Sexual Harassment complaints received and disposed of during the year 2022 2023: No. of complaints received: Nil No. of complaints disposed of: Not applicable

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANACIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2023 AND DATE OF THIS REPORT

There were no Material changes and Commitments affecting the Financial Positions of the Company which have occurred between March 31, 2023 and date of this report.

PARTICULARS OF EMPLOYEES

As per provision of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are required to be annexed in respect of the employees of the Company who were in receipt of total remuneration of 60.00 Lakh per annum or 5.00 Lakh per month. During the financial year 2022 2023, there is no employee drawing remuneration as above.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the co-operation and support extended to the Company by the Government of India, the Gujarat State Government and by the relevant Government Authorities, Central, State and Local, the Companys Bankers and Business

Associates.

Your Directors also thank all the employees at every level, who, through their dedication, cooperation, and support, have enabled the Company to achieve sustained growth.

And to you, our Shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

	For and On Behalf of the Board of Directors
Place: Mumbai	Adi F. Madan	Ayesha K. DadyBurjor
Date: August 10, 2023	Managing Director	Whole Time Director